CASE FACTSAfter breaking away from original
limited liability company (LLC), appellees obtained National Hockey
League (NHL) franchise. Appellees sought declaratory judgment that
LLC operating agreement permitted members to compete for NHL
franchise as well as judicial dissolution of LLC. Appellants'
counterclaim alleged interference with prospective business
relationships and breach of contract and fiduciary duty.

Trial court later declared that appellees had not violated any
fiduciary duties or committed any tortious or wrongful acts, holding
that appellants breached operating agreement by unilaterally
rejecting arena lease proposal and usurping control of LLC.

Although appellants' rejection of lease did not wrongfully cause
dissolution of LLC, court approved dissolution because it was no
longer practicable to carry on LLC business.

CONCLUSION
Court affirmed lower court judgments in appellees' favor, holding
that operating agreement of appellant limited liability company (LLC)
allowed appellee members to compete for hockey franchise. Court
approved dissolution of LLC because it was no longer reasonably
practicable to carry on LLC business even though appellants'
rejection of lease did not wrongfully cause dissolution. Court
reversed award of attorney fees and costs to appellee.Recommended Supplements for Corporations and Business Associations Law

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